Controlling Shareholder Converts $28M Debt to Equity, Securing 67.2% Stake in XCF Global
SAFX sits 77% above its 52-week low of $0.142 on elevated volume (18× avg).
Summary
Randy Soule and Encore DEC, LLC converted $28 million in debt into equity, resulting in a combined beneficial ownership of approximately 67.2% of XCF Global, Inc., significantly altering the company's capital structure and ownership.
Key Events · Ownership and Investor Activity · SAFX
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Major Debt Conversion
Randy Soule and Encore DEC, LLC converted $28 million of invoices payable into XCF Global, Inc. common stock. This transaction represents over 80% of the company's market capitalization.
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Significant Ownership Stake
The conversion resulted in Randy Soule and Encore DEC, LLC collectively holding approximately 67.2% of the company's Class A Common Stock, establishing a controlling interest.
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Balance Sheet Impact
The conversion substantially reduces the company's liabilities, providing critical financial stability by addressing a significant debt burden.
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Share Lock-up
The reporting persons have agreed not to trade the newly acquired shares for a minimum of six months, with an additional lock-up on 35% of Encore's existing shares.
Analysis · SAFX · Industrial Applications And Services
This Schedule 13D filing reveals a highly significant debt-to-equity conversion where Randy Soule and Encore DEC, LLC exchanged $28 million in invoices payable to Encore for shares of XCF Global, Inc. This transaction, representing over 80% of the company's current market capitalization, substantially reduces the company's liabilities and provides critical financial stability. However, it also results in significant dilution for existing shareholders, as Randy Soule now effectively controls approximately 67.2% of the company's Class A Common Stock. A six-month lock-up period on the newly acquired shares, as well as 35% of Encore's existing shares, indicates a commitment from the new controlling shareholder. Investors should note the improved balance sheet stability against the substantial shift in ownership and potential future dilution.
How filings like this one have moved
In the 30 days to Aug 25, 2026, 43.9% of the 999 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.15%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, SAFX was trading at $0.25 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $34.8M. The 52-week trading range was $0.14 to $45.90. This filing was assessed with neutral market sentiment and an importance score of 9 out of 10.